Common use of Rejection of Purchase Orders Clause in Contracts

Rejection of Purchase Orders. Trust or Distributor may reject any Purchase Order that is not submitted in proper form by 3:00 p.m., Eastern Time (or 4:00 p.m. via the U.S. Postal Service), as applicable. In addition, the Distributor on behalf of each Fund may reject any Purchase Order (based on information provided by the Index Receipt Agent, the Advisor or the Trust or obtained by the Distributor, as the case may be), if: (1) the purchaser or purchasers, upon obtaining the Creation Units so ordered, would own eighty percent (80%) or more of the outstanding Shares of such particular Fund; (2) the Fund Deposit delivered does not contain the securities that the Advisor specified and the Advisor has not consented to acceptance of an in-kind deposit that varies from the designated portfolio; (3) the acceptance of the Fund Deposit would have certain adverse tax consequences, such as causing the particular Fund to no longer meet RIC status under the Code for federal tax purposes; (4) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful, as in the case of a purchaser who was banned from trading in securities; (5) the acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Advisor, have an adverse effect on the Trust or the particular Fund or on the rights of the shareholders, including but not limited to the Beneficial Owner of the Shares; (6) the value of the Creation Units to be created for an All-Cash Payment, or the amount of the Balancing Amount to accompany an in-kind payment of Deposit Securities, exceeds a purchase authorization limit afforded to the Participant by the Custodian and the Participant has not deposited an amount in excess of such purchase authorization with the Custodian prior to 3:00 p.m., Eastern Time, on the Transmittal Date; or (7) there exist circumstances outside the control of the Trust or the Distributor that make it impossible to process purchases of Shares for all practical purposes. Examples of such circumstances include: acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting the Trust, the Advisor, any sub-Advisor(s), the Index Receipt Agent, the Custodian, the Distributor, DTC, NSCC or any other participant in the purchase process, and similar extraordinary events.

Rejection of Purchase Orders. Trust or Distributor may reject any Purchase Order for any reason, including, but not limited to, any Purchase Order that is not submitted in proper form by 3:00 the relevant cut-off time of the Fund(s) specified in the Prospectus and/or Procedures Handbook, Eastern Time, (or 4:00 p.m., Eastern Time (or 4:00 p.m. Time, via the U.S. Postal Service), as applicable. In addition, the Distributor on behalf of each Fund may reject any Purchase Order (based on information provided by the Index Receipt Agent, the Advisor or the Trust or obtained by the Distributor, as the case may be), if: (1) the purchaser or purchasers, upon obtaining the Creation Units so ordered, would own eighty percent (80%) or more of the outstanding Shares of such particular Fund; (2) the Fund Deposit delivered does not contain the securities that the Advisor specified and the Advisor has not consented to acceptance of an in-kind deposit that varies from the designated portfolio; (3) the acceptance of the Fund Deposit would have certain adverse tax consequences, such as causing the particular Fund to no longer meet RIC regulated investment company ("RIC") status under the Code for federal tax purposes; (4) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful, as in the case of a purchaser who was banned from trading in securities; (5) the acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Advisor, have an adverse effect on the Trust or the particular Fund or on the rights of the shareholders, including but not limited to the Beneficial Owner of the Shares; (6) the value of the Creation Units to be created for an All-Cash Payment, or the amount of the Balancing Amount to accompany an in-kind payment of Deposit Securities, exceeds a purchase authorization limit afforded to the Participant by the Custodian and the Participant has not deposited an amount in excess of such purchase authorization with the Custodian prior to 3:00 p.m.the relevant cut-off time of the Fund(s) specified in the Prospectus and/or Procedures Handbook, Eastern Time, on the Transmittal Date; or (7) there exist circumstances outside the control of the Trust or the Distributor that make it impossible to process purchases of Shares for all practical purposes. Examples of such circumstances include: acts of God God, widespread disease, including pandemics (for example, the novel coronavirus (COVID-19) or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting the Trust, the Advisor, any sub-Advisor(s), the Index Receipt Agent, the Custodian, the Distributor, DTC, NSCC or any other participant in the purchase process, and similar extraordinary events.

Rejection of Purchase Orders. Trust or Distributor may reject any Purchase Order that is not submitted in proper form by 3:00 p.m.The Trust, Eastern Time (or 4:00 p.m. via the U.S. Postal Service), as applicable. In addition, the Distributor on behalf of each Fund may the ETF, reserves the absolute right to reject any Purchase Order (based on information provided a purchase order transmitted to it by the Index Receipt AgentDistributor if (i) the order is not in proper form; (ii) the investor(s), upon obtaining the Advisor shares ordered, would own 80% or more of the Trust or obtained currently outstanding shares of the ETF; (iii) the Deposit Securities delivered are not as disseminated through the facilities of NSCC for that date by the Distributor, as the case may be), if: described above; (1iv) the purchaser or purchasers, upon obtaining the Creation Units so ordered, would own eighty percent (80%) or more of the outstanding Shares of such particular Fund; (2) the Fund Deposit delivered does not contain the securities that the Advisor specified and the Advisor has not consented to acceptance of an in-kind deposit that varies from the designated portfolio; (3) the acceptance of the Fund Deposit Securities would have certain adverse tax consequences, such as causing consequences to the particular Fund to no longer meet RIC status under the Code for federal tax purposes; ETF; (4v) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful, as in the case of a purchaser who was banned from trading in securities; ; (5vi) the acceptance of the Fund Portfolio Deposit would otherwise, in the discretion of the Trust or the Advisor, have an adverse effect on the Trust ETF or the particular Fund or on the rights of Beneficial Owners; or (vii) in the shareholders, including but not limited to the Beneficial Owner of the Shares; (6) the value of the Creation Units to be created for an All-Cash Payment, or the amount of the Balancing Amount to accompany an in-kind payment of Deposit Securities, exceeds a purchase authorization limit afforded to the Participant by the Custodian and the Participant has not deposited an amount in excess of such purchase authorization with the Custodian prior to 3:00 p.m., Eastern Time, on the Transmittal Date; or (7) there exist event that circumstances outside the control of the Trust or Trust, the ETF, the Advisor, the Distributor that and the transfer agent make it impossible impractical to process purchases of Shares for all practical purposescreation orders. Examples of such circumstances include: include acts of God or God; public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures, ; market conditions or activities causing trading halts, ; systems failures involving computer or other information systems affecting the Trust, the Advisor, any sub-Advisor(s)ETF, the Index Receipt Agent, the CustodianAdvisor, the Distributor, DTC, NSCC NSCC, the transfer agent or any other participant in the purchase process, and similar extraordinary events. The ETF has the right to require information to determine beneficial share ownership for purposes of (ii) above should it so choose or to rely on a certification from a broker-dealer who is a member of the NASD as to the cost basis of Deposit Securities. The Distributor shall notify a prospective purchaser of a Creation Unit and/or the Authorized Participant acting on the purchaser's behalf, of its rejection of the purchaser's order. The Trust, the ETF, the transfer agent, the Custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of a Portfolio Deposit, nor shall any of them incur any liability for the failure to give any such notification. Transaction Fees on Purchases of Creation Units. A fixed transaction fee of $1,000 is applicable to each purchase, regardless of the number of Creation Units purchased. An additional transaction charge of $3,000 will be imposed for purchases effected outside the Clearing Process, which would include purchases of Creation Units for cash and in-kind purchases where the investor is allowed to substitute cash in lieu of depositing a portion of the Deposit Securities. Accordingly, the maximum transaction fee charge may be $4,000. Purchasers of shares in Creation Units are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the ETF. The transaction fees are charged to cover the estimated costs associated with the issuance of Creation Units.

Rejection of Purchase Orders. Trust or Distributor may reject any Purchase Order that is not submitted in proper form by 3:00 p.m.The Trust, Eastern Time (or 4:00 p.m. via the U.S. Postal Service), as applicable. In addition, the Distributor on behalf of each Fund may the ETF, reserves the absolute right to reject any Purchase Order (based on information provided a purchase order transmitted to it by the Index Receipt AgentDistributor if (i) the order is not in proper form; (ii) the investor(s), upon obtaining the Advisor shares ordered, would own 80% or more of the Trust or obtained currently outstanding shares of the ETF; (iii) the Deposit Securities delivered are not as disseminated through the facilities of NSCC for that date by the Distributor, as the case may be), if: described above; (1iv) the purchaser or purchasers, upon obtaining the Creation Units so ordered, would own eighty percent (80%) or more of the outstanding Shares of such particular Fund; (2) the Fund Deposit delivered does not contain the securities that the Advisor specified and the Advisor has not consented to acceptance of an in-kind deposit that varies from the designated portfolio; (3) the acceptance of the Fund Deposit Securities would have certain adverse tax consequences, such as causing consequences to the particular Fund to no longer meet RIC status under the Code for federal tax purposes; ETF; (4v) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful, as in the case of a purchaser who was banned from trading in securities; ; (5vi) the acceptance of the Fund Portfolio Deposit would otherwise, in the discretion of the Trust or the Advisor, have an adverse effect on the Trust ETF or the particular Fund or on the rights of Beneficial Owners; or (vii) in the shareholders, including but not limited to the Beneficial Owner of the Shares; (6) the value of the Creation Units to be created for an All-Cash Payment, or the amount of the Balancing Amount to accompany an in-kind payment of Deposit Securities, exceeds a purchase authorization limit afforded to the Participant by the Custodian and the Participant has not deposited an amount in excess of such purchase authorization with the Custodian prior to 3:00 p.m., Eastern Time, on the Transmittal Date; or (7) there exist event that circumstances outside the control of the Trust or Trust, the ETF, the Advisor, the Distributor that and the transfer agent make it impossible impractical to process purchases of Shares for all practical purposescreation orders. Examples of such circumstances include: include acts of God or God; public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures, ; market conditions or activities causing trading halts, ; systems failures involving computer or other information systems affecting the Trust, the Advisor, any sub-Advisor(s)ETF, the Index Receipt Agent, the CustodianAdvisor, the Distributor, DTC, NSCC NSCC, the transfer agent or any other participant in the purchase process, and similar extraordinary events. The ETF has the right to require information to determine beneficial share ownership for purposes of (ii) above should it so choose or to rely on a certification from a broker-dealer who is a member of the NASD as to the cost basis of Deposit Securities. The Distributor shall notify a prospective purchaser of a Creation Unit and/or the Authorized Participant acting on the purchaser’s behalf, of its rejection of the purchaser’s order. The Trust, the ETF, the transfer agent, the Custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of a Portfolio Deposit, nor shall any of them incur any liability for the failure to give any such notification.

Rejection of Purchase Orders. Trust or Distributor may reject any Purchase Order for any reason, including, but not limited to, any Purchase Order that is not submitted in proper form by 3:00 the relevant cut-off time of the Fund(s) specified in the Prospectus and/or Procedures Handbook, Eastern Time, (or 4:00 p.m., Eastern Time (or 4:00 p.m. Time, via the U.S. Postal Service), as applicable. In addition, the Distributor on behalf of each Fund may reject any Purchase Order (based on information provided by the Index Receipt Agent, the Advisor or the Trust or obtained by the Distributor, as the case may be), if: (1) the purchaser or purchasers, upon obtaining the Creation Units so ordered, would own eighty percent (80%) or more of the outstanding Shares of such particular Fund; (2) the Fund Deposit delivered does not contain the securities that the Advisor specified and the Advisor has not consented to acceptance of an in-kind deposit that varies from the designated portfolio; (3) the acceptance of the Fund Deposit would have certain adverse tax consequences, such as causing the particular Fund to no longer meet RIC regulated investment company (“RIC”) status under the Code for federal tax purposes; (4) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful, as in the case of a purchaser who was banned from trading in securities; (5) the acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Advisor, have an adverse effect on the Trust or the particular Fund or on the rights of the shareholders, including but not limited to the Beneficial Owner of the Shares; (6) the value of the Creation Units to be created for an All-Cash Payment, or the amount of the Balancing Amount to accompany an in-kind payment of Deposit Securities, exceeds a purchase authorization limit afforded to the Participant by the Custodian and the Participant has not deposited an amount in excess of such purchase authorization with the Custodian prior to 3:00 p.m.the relevant cut-off time of the Fund(s) specified in the Prospectus and/or Procedures Handbook, Eastern Time, on the Transmittal Date; or (7) there exist circumstances outside the control of the Trust or the Distributor that make it impossible to process purchases of Shares for all practical purposes. Examples of such circumstances include: acts of God God, widespread disease, including pandemics (for example, the novel coronavirus (COVID-19) or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting the Trust, the Advisor, any sub-Advisor(s), the Index Receipt Agent, the Custodian, the Distributor, DTC, NSCC or any other participant in the purchase process, and similar extraordinary events.

Rejection of Purchase Orders. Trust or Distributor may reject any Purchase Order for any reason, including, but not limited to, any Purchase Order that is not submitted in proper form by 3:00 the relevant cut-off time of the Fund(s) specified in the Prospectus and/or Procedures Handbook, Eastern Time, (or 4:00 p.m., Eastern Time (or 4:00 p.m. Time, via the U.S. Postal Service), as applicable. In addition, the Distributor on behalf of each Fund may reject any Purchase Order (based on information provided by the Index Receipt Agent, the Advisor or the Trust or obtained by the Distributor, as the case may be), if: (1) the purchaser or purchasers, upon obtaining the Creation Units so ordered, would own eighty percent (80%) or more of the outstanding Shares of such particular Fund; (2) the Fund Deposit delivered does not contain the securities that the Advisor specified and the Advisor has not consented to acceptance of an in-kind deposit that varies from the designated portfolio; (3) the acceptance of the Fund Deposit would have certain adverse tax consequences, such as causing the particular Fund to no longer meet RIC regulated investment company (“RIC”) status under the Code for federal tax purposes; (4) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful, as in the case of a purchaser who was banned from trading in securities; (5) the acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Advisor, have an adverse effect on the Trust or the particular Fund or on the rights of the shareholders, including but not limited to the Beneficial Owner of the Shares; (6) the value of the Creation Units to be created for an All-Cash Payment, or the amount of the Balancing Amount to accompany an in-kind payment of Deposit Securities, exceeds a purchase authorization limit afforded to the Participant by the Custodian and the Participant has not deposited an amount in excess of such purchase authorization with the Custodian prior to 3:00 p.m.the relevant cut-off time of the Fund(s) specified in the Prospectus and/or Procedures Handbook, Eastern Time, on the Transmittal Date; or (7) there exist circumstances outside the control of the Trust or the Distributor that make it impossible to process purchases of Shares for all practical purposes. Examples of such circumstances include: acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting the Trust, the Advisor, any sub-Advisor(s), the Index Receipt Agent, the Custodian, the Distributor, DTC, NSCC or any other participant in the purchase process, and similar extraordinary events.

Rejection of Purchase Orders. Trust or Distributor may reject any Purchase Order that is not submitted in proper form by 3:00 p.m.The Trust, Eastern Time (or 4:00 p.m. via the U.S. Postal Service), as applicable. In addition, the Distributor on behalf of each Fund may the ETF, reserves the absolute right to reject any Purchase Order (based on information provided a purchase order transmitted to it by the Index Receipt AgentDistributor if (i) the order is not in proper form; (ii) the investor(s), upon obtaining the Advisor shares ordered, would own 80% or more of the Trust or obtained currently outstanding shares of the ETF; (iii) the Deposit Securities delivered are not as disseminated through the facilities of NSCC for that date by the Distributor, as the case may be), if: described above; (1iv) the purchaser or purchasers, upon obtaining the Creation Units so ordered, would own eighty percent (80%) or more of the outstanding Shares of such particular Fund; (2) the Fund Deposit delivered does not contain the securities that the Advisor specified and the Advisor has not consented to acceptance of an in-kind deposit that varies from the designated portfolio; (3) the acceptance of the Fund Deposit Securities would have certain adverse tax consequences, such as causing consequences to the particular Fund to no longer meet RIC status under the Code for federal tax purposes; ETF; (4v) the acceptance of the Fund Portfolio Deposit would, in the opinion of counsel, be unlawful, as in the case of a purchaser who was banned from trading in securities; ; (5vi) the acceptance of the Fund Portfolio Deposit would otherwise, in the discretion of the Trust or the Advisor, have an adverse effect on the Trust ETF or the particular Fund or on the rights of Beneficial Owners; or (vii) in the shareholders, including but not limited to the Beneficial Owner of the Shares; (6) the value of the Creation Units to be created for an All-Cash Payment, or the amount of the Balancing Amount to accompany an in-kind payment of Deposit Securities, exceeds a purchase authorization limit afforded to the Participant by the Custodian and the Participant has not deposited an amount in excess of such purchase authorization with the Custodian prior to 3:00 p.m., Eastern Time, on the Transmittal Date; or (7) there exist event that circumstances outside the control of the Trust or Trust, the ETF, the Advisor, the Distributor that and the transfer agent make it impossible impractical to process purchases of Shares for all practical purposescreation orders. Examples of such circumstances include: include acts of God or God; public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures, ; market conditions or activities causing trading halts, ; systems failures involving computer or other information systems affecting the Trust, the Advisor, any sub-Advisor(s)ETF, the Index Receipt Agent, the CustodianAdvisor, the Distributor, DTC, NSCC NSCC, the transfer agent or any other participant in the purchase process, and similar extraordinary events. The ETF has the right to require information to determine beneficial share ownership for purposes of (ii) above should it so choose or to rely on a certification from a broker-dealer who is a member of the NASD as to the cost basis of Deposit Securities. The Distributor shall notify a prospective purchaser of a Creation Unit and/or the Authorized Participant acting on the purchaser’s behalf, of its rejection of the purchaser’s order. The Trust, the ETF, the transfer agent, the Custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of a Portfolio Deposit, nor shall any of them incur any liability for the failure to give any such notification. A fixed transaction fee of $1,000 is applicable to each purchase, regardless of the number of Creation Units purchased. An additional transaction charge of $3,000 will be imposed for purchases effected outside the Clearing Process, which would include purchases of Creation Units for cash and in-kind purchases where the investor is allowed to substitute cash in lieu of depositing a portion of the Deposit Securities. Accordingly, the maximum transaction fee charge may be $4,000. Purchasers of shares in Creation Units are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the ETF. The transaction fees are charged to cover the estimated costs associated with the issuance of Creation Units.